United States securities and exchange commission logo
August 31, 2022
Mingxiu Luan
Chief Financial Officer
TIAN RUIXIANG Holdings Ltd
Room 1106, 10 / F, No. 19
North East Third Ring Road
Chaoyang District, Beijing
People s Republic of China
Re: TIAN RUIXIANG
Holdings Ltd
Form 20-F for
Fiscal Year Ended October 31, 2021
Filed on March 7,
2022
File No. 001-39925
Dear Ms. Luan:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Annual Report on Form 20-F
Introduction, page 1
1. In future filings,
please revise the definition of China or the PRC, in the third bullet point
in this section, to
include Hong Kong and Macau. Please provide your proposed revised
disclosure in your
response letter.
General
2. In future filings
clearly disclose how you will refer to the holding company, subsidiaries,
and VIEs when providing
the disclosure throughout the document so that it is clear to
investors which entity
the disclosure is referencing and which subsidiaries or entities are
conducting the business
operations. Refrain from using terms such as we or our when
describing activities
or functions of a VIE. For example, disclose, if true, that your
Mingxiu Luan
TIAN RUIXIANG Holdings Ltd
August 31, 2022
Page 2
subsidiaries and/or the VIE conduct operations in China, that the VIE
is consolidated for
accounting purposes but is not an entity in which you own equity, and
that the holding
company does not conduct operations. Please include the proposed
disclosure in your
response letter.
3. In future filings please disclose each permission or approval that
you, your subsidiaries, or
the VIEs are required to obtain from Chinese authorities to operate
your business and to
offer the securities to foreign investors. State whether you, your
subsidiaries, or VIEs are
covered by permission requirements from the China Securities
Regulatory Commission
(CSRC) or any other governmental agency that is required to approve
the VIE s
operations, and state affirmatively whether you have received all
requisite permissions or
approvals and whether any permissions or approvals have been denied.
Please also
describe the consequences to you and your investors if you, your
subsidiaries, or the VIEs:
(i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude
that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or
interpretations change and you are required to obtain such permissions
or approvals in the
future. Please include the proposed disclosure in your response
letter.
4. In future filings please update your discussion of the Holding Foreign
Companies
Accountable Act by disclosing that on August 26, 2022, the Public
Company Accounting
Oversight Board (PCAOB) signed a Statement of Protocol with the China
Securities
Regulatory Commission and the Ministry of Finance of the People's
Republic of China,
taking the first step toward opening access for the PCAOB to inspect
and investigate
registered public accounting firms headquartered in mainland China and
Hong
Kong. Please include the proposed disclosure in your response letter.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Becky Chow, Staff Accountant, at (202) 551-6524, or John
Spitz, Staff
Accountant, at (202) 551-3484 if you have questions regarding comments on the
financial
statements and related matters. Please contact Tonya Aldave, Staff Attorney, at
(202) 551-
3601 or Susan Block, Staff Attorney, at (202) 551-3210 with any other
questions.
FirstName LastNameMingxiu Luan Sincerely,
Comapany NameTIAN RUIXIANG Holdings Ltd
Division of
Corporation Finance
August 31, 2022 Page 2 Office of
Finance
FirstName LastName